integra garments and textiles limited · corporate information 6th annual general meeting of the...

th6 ANNUAL REPORT

2012 - 2013

Integra Garments and Textiles Limited

Board of Directors

Mr. Harshvardhan A. Piramal

(Non- Executive Chairman)

Mr. R K Rewari

(Managing Director)

Independent Directors

Mr. Pramodkumar Akhramka

Mr. Sridhar Rengan

Mr. Vijay Maheshwari

Company Secretary

Ms. Vrushali Nar

Auditors:

M/s. D. Dadheech & Co.

Chartered Accountants

Bankers

Corporation Bank

Registered Office

Plot No. G2- M.I.D.C. Industrial Estate,

Post: Salai Dhaba, Butibori, Nagpur - 441108

Share Transfer Agent

Freedom Registry Limited

Registered Office

Plot No. 101/102, 19th Street, MIDC Area,

Satpur, Nasik - 422 007.

Email :[email protected]

Mumbai Liasioning Office

104, Bayside Mall,

35, C.M.M. Malviya Marg,

Tardeo Road, Haji Ali,

Mumbai 400 034.

CORPORATE INFORMATION

th6 Annual General Meeting of the Company will be held on ndFriday, 22 November 2013, at 9.30 a.m. at Plot No. G2-

M.I.D.C. Industrial Estate, Post: Salai Dhaba, Butibori,

Nagpur - 441108

Notice................................................................................. 2- 5

Directors' Report.................................................................6- 9

Management Discussion & Analysis................................10-12

Corporate Governance.....................................................13-22

Auditor's Report.............................................................. 23-26

Balance Sheet...................................................................... 27

Statement of Profit & Loss Account...................................... 28

Notes on Financial Statement.......................................... 29-41

Cash Flow Statement............................................................ 42

Annexure to Balance Sheet.................................................. 43

CONTENTS

Page Nos.

2

NOTICE

th NOTICE is hereby given that the 6 Annual General Meeting of the (formerly

Known as Five Star Mercantile Limited) will be held at on at Plot No. G2-M.I.D.C. Industrial Estate, Post: Salai Dhaba, Butibori, Nagpur - 441108, to transact the following business as:

ORDINARY BUSINESS:

st1. To receive, consider and adopt the Audited Balance Sheet as on 31 March, 2013 and Statement of Profit and Loss for the year ended on that date together with the Auditor’s Report and Directors' Report thereon.

2. To appoint a Director in place of Mr. Harshvardhan A Piramal, who retires by rotation, and being eligible offers himself for re-appointment.

3. To appoint Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

SPECIAL BUSINESS:

4. To consider and, if thought fit to pass, with or without modification(s), the following resolution as an Ordinary Resolution :

“RESOLVED THAT Mr. Sridhar Rengan, who was appointed as an Additional Director of the Company on th 17 July, 2012 under Section 260 of the Companies Act, 1956 and as per Articles of Association of the Company

and who holds office upto the date of this Annual General Meeting be and is hereby appointed as a Director of the Company, liable to retire by rotation.”


“RESOLVED THAT Mr. Vijay Maheshwari, who was appointed as an Additional Director of the Company on th7 August, 2012 under Section 260 of the Companies Act, 1956 and as per Articles of Association of the Company

and who holds office upto the date of this Annual General Meeting be and is hereby appointed as a Director of the Company, liable to retire by rotation.”


“RESOLVED THAT Mr. Pramodkumar Akhramka, who was appointed as an Additional Director of the thCompany on 24 May, 2013 under Section 260 of the Companies Act, 1956 and as per Articles of Association of the

Company and who holds office upto the date of this Annual General Meeting be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

NOTES:

1. The relative explanatory statements for the business set out under Item Nos.4, 5 and 6 of the Notice is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. Proxies, in order to be effective, should be duly stamped, completed, signed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.

Integra Garments and Textiles Limited nd9.30 a.m. Friday, 22 November 2013,

3. The Register of Beneficial Owners, Register of Members and Share Transfer Books of the Company will remain th nd closed from 14 November to 22 (Both Days Inclusive).

4. Members holding shares in physical form are requested to notify immediately change of address, transfer, demat request, E-mail id, if any, to the Registrars and Transfer Agents of the Company quoting their Folio Number and those holding shares in demat mode are requested to notify any change in address, Bank Details, E-mail id to their respective depository participants and make sure that such changes are recorded by them.

5. Members/proxies are requested to bring their copies of Annual Report & duly filled admission/attendance slips sent herewith along with the copies of annual report at the meeting and produce the same at the entrance where the Annual General Meeting is held.

6. Corporate Members are requested to send a certified copy of the Board Resolution / Power of Attorney authorizing their representative to attend and vote at the Annual General Meeting.

7. Members desirous of getting any information about the accounts and operations of the Company are requested to send their query to the Registered Office well in advance so that the same may reach the office at least seven days before the date of the meeting to enable the management to keep the information required readily available at the meeting.

8. Members who hold shares in electronic form are requested to write their DP Id and client Id numbers and those who hold shares in physical form are requested to write their folio number in the attendance slip for attending the Meeting to facilities identification of membership at the Meeting.

9. The details of Directors seeking appointment / re-appointment at this Annual General Meeting as required under Clause 49 of the Listing Agreement is annexed hereto.

10. The Ministry of Corporate Affairs (“MCA”) has, taken a Green initiative in Corporate Governance by allowing Paperless Compliances by the Companies for legal validity of compliances under the Companies Act, 1956 through Electronic Mode.

Henceforth, service of documents through electronic mode would be deemed to be an accepted mode of service in accordance with Section 53 of the Companies Act, 1956, provided the Company has obtained the email address of its members for sending the notice/documents, etc. through e-mode.

The Company therefore requests its shareholders to register their e-mail address and changes therein from time to time with its Share Transfer Agent / Depository Participant, so as to carry out this Green Drive of MCA.

11. The Annual Report of your Company for the Financial Year 2012-13 is displayed on the website of the Company i.e. www.integragarments.com.

12. Members are requested to register their E-mail address with the Company / Registrar& Share Transfer Agent (i.e Freedom Registry Limited). so as to receive Annual Report and other communication electronically.

November 2013

Registered Office:Plot No. G2-M.I.D.C. Industrial Estate, Post: Salai Dhaba, Butibori, Nagpur - 441108

stDate: 21 August, 2013Place: Mumbai

For and on Behalf of the Board

Vrushali NarCompany Secretary

Integra Garments and Textiles Limited Annual Report 2012-13

3

EXPLANATORY STATEMENTS PURSUANT TO SECTION 173 OF THE COMPANIES ACTS, 1956

Item No. 4.thMr. Sridhar Rengan was appointed as an Additional Director of the Company with effect from 17 July,

2012.Pursuant to the provisions of Section 260 of the Companies Act, 1956 read with Articles of Association of Company he holds office as such upto the date of this Annual General Meeting. The Company has received a notice in writing from one of its members along with a deposit of Rs.500/- proposing the candidature of Mr. Sridhar Rengan for the office of Directorship pursuant to Section 257 of the Companies Act, 1956.

The brief resume covering the details of his qualification and experience, as required pursuant to Clause 49(IV)(G) of the Listing Agreement, is annexed to this Notice. Considering his experience and expertise, the Board recommends the appointment of Mr. Sridhar Renganas Director of the Company liable to retire by rotation.

None of the Directors, except Mr. Sridhar Rengan, is interested and / or concerned in passing of the resolution set forth under Item no. 4.

Item No. 5.thMr. Vijay Maheshwari was appointed as an Additional Director of the Company with effect from 7 August, 2012.

Pursuant to the provisions of Section 260 of the Companies Act, 1956 read with Articles of Association of Company he holds office as such upto the date of this Annual General Meeting. The Company has received a notice in writing from one of its members along with a deposit of Rs. 500/- proposing the candidature of Mr. Vijay Maheshwari for the office of Directorship pursuant to Section 257 of the Companies Act, 1956.

The brief resume covering the details of his qualification and experience, as required pursuant to Clause 49(IV)(G) of the Listing Agreement, is annexed to this Notice. Considering his experience and expertise, the Board recommends the appointment of Mr. Vijay Maheshwari as Director of the Company liable to retire by rotation.

None of the Directors, except Mr. Vijay Maheshwari, is interested and / or concerned in passing of the resolution set forth under Item no. 5.

Item No. 6.thMr. Pramodkumar Akhramka was appointed as an Additional Director of the Company with effect from 24 May,

2013.Pursuant to the provisions of Section 260 of the Companies Act, 1956 read with Articles of Association of Company he holds office as such upto the date of this Annual General Meeting. The Company has received a notice in writing from one of its members along with a deposit of Rs.500/- proposing the candidature of Mr. Pramodkumar Akhramka for the office of Directorship pursuant to Section 257 of the Companies Act, 1956.

The brief resume covering the details of his qualification and experience, as required pursuant to Clause 49(IV)(G) of the Listing Agreement, is annexed to this Notice. Considering his experience and expertise, the Board recommends the appointment of Mr. Pramodkumar Akhramka as Director of the Company liable to retire by rotation.

None of the Directors, except Mr. Pramodkumar Akhramka, is interested and / or concerned in passing of the resolution set forth under Item no. 6.

Registered Office:Plot No. G2-M.I.D.C. Industrial Estate, Post: Salai Dhaba, Butibori, Nagpur - 441108



Vrushali NarCompany Secretary

4

Particulars of Directors seeking Appointment / Reappointment at the ensuing Annual General Meeting pursuant to Clause 49 of the Listing Agreement:

Type

Date of Birth

Date of Appointment

Qualification and Expertise

No. of Equity Shares held

Directorships held in other Companies

Particulars of Committee Chairmanship / Membership held in other Companies

Relationship with other Directors inter-se

Name of Director

Mr. Sridhar Rengan Mr. Vijay Maheshwari Mr. PramodkumarAkhramka

Independent Director

02/04/1960

17/07/2012

Associate member of the ICWAI and an associate member of ICSI.

NIL

• Topvalue Real Estate Development Limited

• RR Mega City Builders Limited

• Truewin Realty Limited• RA Realty Ventures Private

Limited• Peninsula Developers And

Builders Private Limited• Peninsula Land

Development Private Limited

• Goodhome Realty Limited

NIL

None


28/09/1963

07/08/2012

Mr. Maheshwari is a Textile Graduate from TIT Bhiwani. He has been Associated with six leading Textile Companies in India and East Africa during last 25 years. He has Handled a leadership positions in textile industry very successfully since last 17 years. He started career with Raymond and made very fast progress and started managing a very large size textile plant within eight years of graduation. At the age of 35, he became the youngest head of Bombay Dyeing Spring Mills at Mumbai, one of the largest composite textile plant of the country that time, position which he handled very successfully for 4 and half years.

NIL

NIL

NIL

None


01/01/1970

24/05/2013

Associate member of ICAI, ICSI and ICWAI. He has also completed his executive management course from ISB, Hyderabad, Columbia Graduate School of Business, New York, USA, IIM-A and Dale Carnegie Training on High Impact Leadership, Mergers and Acqusitions and Corporate Communications. He has over 22 years of Work Experience.

NIL

• Shobla Hydro Power Private Limited

• Valecha LM Toll Private Limited

• SEW Engineering(I) Private Limited

• Archana Hitech Consultants Limited

• Vandana Hitech Systems Limited

NIL

None

Note:

1. Pursuant to Clause 49 of the Listing Agreement, only two Committees viz. Audit Committee and Shareholders Grievance / Transfer Committee have been considered.

5


6

Directors' Report

Dear Shareholders

th st1. The Directors present their 6 Annual Report and for the year ended 31 March, 2013.

2. Financial Results

3. Dividend

Directors do not recommend any dividend on the Shares of the Company.

4. Update on the Composite Scheme of Amalgamation and Arrangement between Morarjee Textiles Limited, Integra Garments & Textiles Limited (formerly known as Five Star Mercantile Limited) and Morarjee Holdings Private Limited

During the year, the Company received the approval from the Hon'ble High Court of Judicature at Bombay sanctioning the Scheme of Amalgamation and Arrangement between the Morarjee Textiles Limited (“MTL”),

ththe Company and Morarjee Holdings Private Limited (MHPL). The said Scheme became effective on 17 July, 2012. Salient features of the Said Scheme are as follows:

A. The Composite Scheme of Arrangement and Amalgamation ('Scheme') is as per Sections 391 to 394 read with Sections 100 to 103 and other applicable provisions of the Companies Act, 1956.

B. In accordance with the scheme:

a) Integra Division pertaining to Garment Manufacturing Undertaking has been transferred by MTL to the Company on a going concern basis.

b) As a consideration:

• One fully paid Equity Share of Rs. 3/- each of the Company be issued and allotted for every one fully paid Equity Share of Rs. 10/- each held in MTL;

• One fully paid 5% Redeemable Cumulative Non-Convertible Preference Shares of Rs. 1 each of the Company be issued and allotted for every 10 fully paid 5% Redeemable Cumulative Non-Convertible Preference Shares of Rs. 100/- each held in MTL;

And

• One fully paid 9% Redeemable Cumulative Non-Convertible Preference Shares of Rs. 1 each of the Company be issued and allotted for every 10 fully paid 9% Redeemable Cumulative Non-

Audited Accounts

Convertible Preference Shares of Rs. 100/- each held in MTL.

c) Further, pursuant to the scheme, the face value and the paid up value per equity share of MTL shall,

Particulars Year endedst31 March, 2013

Total Income 36,98,40,989 --

PBIDTA 8,55,60,797 (49,913)

Interest and Finance Expenses 2,52,08,327 --

Depreciation 4,46,68,982 --

Profit before tax 1,56,83,487 (49,913)

Provision for Tax -- --

Profit after Tax 1,56,83,487 (49,913)

Year endedst 31 March, 2012

[Amount in ]`

without any application or deed, stand reduced by Rs.3/- each per share.

d) Pursuant to the said Scheme, the Company had applied for indirect listing of the equity shares of the thcompany and the Circular permitting Trading of Shares of the Company was issued on 16 August, 2013,

thTrading effective from 20 August, 2013.

5. Details of Subsidiary Company is as under

Men’s Club s.p.a.

The company is under voluntary liquidation due to continuous losses. Consequently, Board of Directors of Men’s Club s.p.a. has ceased to exist and a liquidator has been appointed to oversee the affairs.

6. Extension of Annual General Meeting

As per the provisions of the Companies Act, the 6th Annual General Meeting of the Company was required to be rdconvened on or before 3 September, 2013. In view of the indirect listing of the Company, the Company had

sought extension of time for holding the Annual General Meeting for adoption of the accounts for the year ended st31 March, 2013. The Registrar of Companies, Maharashtra, Mumbai has granted the extension of time of three

rdmonths (i.e. upto 3 December, 2013) for holding the Annual General Meeting

7. Management Discussion and Analysis Report

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is appended to this report.

8. Corporate Governance

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certificate on Corporate Governance from M/s. Dhrumil M Shah & Co., Practising Company Secretaries, and confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

9. Directors

thDuring the year, Mr. S C Kashimpuria ceased to be the Director of the Company with effect from 17 July, 2012. The Board wishes to place on record its sincere appreciation and gratitude for the invaluable contribution made by him during his tenure with the Company.

thThe Board of Directors on 17 July, 2012 appointed Mr. Sridhar Rengan as Additional Director of the Company. thOn the 7 August, 2012 Mr. Vijay Maheshwari was also inducted on the Board of the Company.

thMr. Pramodkumar Akhramaka was appointed as Additional Director of the Company w.e. f. 24 May, 2013. The above Directors hold office up to the date of ensuing Annual General Meeting. The Company has received notices in writing from member(s) proposing the candidature of Mr. Pramodkumar Akhramka, Mr. Sridhar Rengan and Mr. Vijay Maheshwari for the office of Director, liable to retire by rotation, subject to shareholders' approval.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Harshvardhan A. Piramal, Director of the Company retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment which the Board recommends.

Your directors recommend all of the above for your approval in the ensuing Annual General Meeting.

10. Auditors

The Auditors, M/s. D Dadheech & Co., retire at the ensuing Annual General Meeting and are eligible for

7


re-appointment. The Board recommends their re-appointment as the Auditors to audit the accounts of the Company for the financial year 2013-2014.

The Company has received a confirmation from M/s. D Dadheech & Co. to the effect that their re-appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified within the meaning of Section 226 of the said Act.

11. Particulars of Employees

There was no employee in receipt of remuneration prescribed under Section 217 (2A) of the Companies Act, 1956.

12. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 (“the Act”), we hereby state that :

a. in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. your Directors have selected such accounting policies and applied them consistently and made judgments

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the stCompany as at 31 March, 2013 and its profit for that year;

c. your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

std. your Directors have prepared the Annual Accounts for the year ended 31 March, 2013 on a going concern

basis.

13. Conservation of energy and technology absorption

A statement showing particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, in the prescribed forms (Form A and Form B) is attached herewith and marked as Annexure A.

14. Foreign Exchange earnings and outgo

During the year under review, foreign exchange earnings were Rs.829.76 lacs and outgoings were Rs.77.28 lacs making the company a net foreign exchange earner with net inflow of Rs.752.48 lacs .

15. Fixed Deposits

During the year under review, the Company has not accepted any fixed deposits neither does it have any unclaimed / unpaid fixed deposits.

16. Acknowledgments

We owe all our employees, customers, bankers and vendors our gratitude for their co-operation and continued support.

By Order of the Board

stDate: 21 August, 2013

8

Managing Director Director

Mr. Sridhar RenganMr. R K Rewari

FORM - “A”

Form of disclosure of particulars with respect to conservation of energy

Units 31st March, 2013

A) Power & Fuel Consumption1 Electricity

a) Purchased Units Lacs Kwhs 2.63 N.A.Total Cost Rs. Lacs 20.86 N.A.Rate / Unit Rupees 7.93 N.A.

b) Own GenerationThrough Diesel Generator Units Lacs Kwhs - N.A.Unit per litre of Diesel Oil Kwhs - N.A.Cost / Unit (Diesel Oil Only) Rupees - N.A.

Total Cost of Diesel Rs. Lacs - N.A.

2 Coal (slack coal for Boiler)Quantity M. T. - N.A.Total Cost Rs. Lacs - N.A.Average rate per M. T. Rupees - N.A.

3 Furnace OilQuantity K. Ltrs - N.A.Total Amount Rs. Lacs - N.A.Average rate per K. Ltr Rupees - N.A.

B) Consumption per unit of Production.

The Company manufactures different types of garments like shirts and other wear etc. and power and fuel consumption cannot be appropriated separately.

31st March, 2012

FORM - “B”RESEARCH AND DEVELOPMENT (R&D)

Specific expenditure of recurring or capital nature is not involved.

TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATIONNIL

Annexure 'A'

9


CAVEAT

This section of the Annual Report has been included in adherence to the spirit enunciated in the Code of Corporate Governance approved by the Securities and Exchange Board of India. Shareholders and Readers are cautioned that in the case of data and information external to the Company, though the same are based on sources believed to be reliable, no representation is made on its accuracy or comprehensiveness. Further, utmost care has been taken to ensure that the opinion expressed therein contain its perceptions on most of the important trends having a material impact on the Company's operations.

The opinions expressed by the management may contain certain forward-looking statements in the current scenario, which is extremely dynamic and increasingly fraught with risk and uncertainties. The Company undertakes no obligation to publicly update or revise any of the opinions or forward-looking statements expressed in this report, consequent to new information, future events, or otherwise. Estimation and expectation made in the Report may differ from actual performance due to various Economic conditions, Government Policies and other related factors.

INDUSTRY OVERVIEW

Uncertainty is perhaps the biggest challenge the Apparel Industry is facing in 2012. The economic situation in Europe & the US swings in commodity prices, labour shortages, raising costs will add-up to worrying year. However, the global apparel retail market struggles to maintain footfall, the world's sports & fitness clothing market is projected to reach USD 126 Billion by 2015. This is projected based on dramatic lifestyle changes increasing sports participation etc..,

The success and failure of this industry is people. The entire system works on people, their skills or lack there off. We must have the right people designing the products, right people sourcing the material, right people must be working in the factories. Retail industry in India is expected to rise 25% yearly being driven by strong income growth, changing life styles and favourable demographic patterns. Shopping in India has witnessed a revolution with the changing consumer buying behavior and the entire format of shopping is also being altered.

The Indian retail industry has come of age as can be seen from the fact that there are multi-stored malls, huge shopping centers and sprawling complexes where major floor area is being used for apparels. Rising disposable incomes of the middle class families, increase in brand conscious customers, availability of easy and inexpensive fiancés encouraging the investors to invest more in this industry.

The size of the Indian apparel market has increased from USD 17.8 billion from 2003 onwards to USD 32.4 billion in 2009 at a CAGR of 10.5%. During 2007-09 the industry registered a double digit growth rate. Menswear was the largest segment with a market share of 43.1% and value was USD 13.9 billion. Womenswear commands a market share of 37.5% followed by Kidswear 19.4%.

Today, the biggest concern is to keep the factory running at all costs, in hope of better business tomorrow or to work and ensure that the bottom lines are not affected. To be able to get and sustain business round the year at target profitability is a marketing challenge. Sustained focus on lower fixed costs is continuous challenge for manufacturing, which puts reverse pressure during peak months. The strategy is a mix then – to have a basket of customers which gives desired profitability business in the lean production months and also plan business, if required, at lower contributions / prices for sustained capacity utilization, so that fixed costs are taken care-off and overall profitability is less affected.

Management Discussion and Analysis

10

BUSINESS OVERVIEW

We are the manufactures in men's, women's and children's clothing and wearing apparel garments and dresses of every kind, nature and description for men, women and children .

BUSINESS STRATEGY

The global textile and clothing trade has undergone a sea-change in recent times. The economic recession in major importing countries last year and the gradual revival of the business optimism in the first few months of the current year have paved the way for consolidation in major producing countries like China and India and relatively new entrants like Vietnam.

Raw material cost and labour wages hike combined together have affected the competitiveness of the industry.

But still we are trying to overcome the margin pressure by increasing the depth of the business with each customer. The challenge, of course is meeting the target prices of the customers.

To meet the customer prices without diluting the margins, we majorly focus on Cost Reduction, Increasing Productivity and Working Capital Improvement.

The company is now very cautious in ramping up of resources so as to leverage from the sharp market recovery expected in the next few months. The company has adequate internal control systems as part of the Management Information System in place.

Intellectual Property Rights

Due to the Scheme, the following trademarks have been assigned to the Company

FINANCIAL REVIEW

RISK (INTERNAL AND EXTERNAL) ENVISAGED BY THE MANAGEMENT

The Cotton Textile Industry is dependent on the vagaries of nature. Availability of the required quality and quantity of cotton is critical for business and any damage or fall in crop production can adversely impact the price of cotton, which can impact business performance and profitability.

Cheaper imports of fabric can also impact pricing power and adversely affect business performance in the domestic market.

Sr. No. Trade Mark TM No. Class1. Gorena 1699222 242. Gorena 1699225 253. Marcaoro 869971 254. Argento 973165 245. Marcaoro 869970 246. Etech 973786 24

11


Currency fluctuations can also impact profitability.

Economic Scenario - Any economic downturn / recession or unforeseen events like terrorist attacks etc would reduce consumer spending, thus dampening sales.

Increased Competition - As the Quota system was abolished, global trade of textiles is now free, leading to severe competition. Price undercutting would result in shrinking operating margins.

Our revenues and profits are difficult to predict and can vary significantly from period to period, which could cause the price of our Equity Shares to fluctuate.

Our sales revenues are dependent on demand for the products, imports of readymade garments, competition and the growth of the industry to whom we supply our products and these factors could significantly affect our sales. As a result of the above factors there may be significant variations in our revenues and profits. Therefore, we believe that period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indicative of our future performance. If in the future our results of operations are below market expectations, the price of our Equity Shares could decline.

12

I. Company's Philosophy

Continuous maintenance and enhancement of Stakeholders' value has always been at the helm of Company's objective. The vision of the Company is to strive continuously to give optimum returns to Stakeholders.

The Company endeavors and follows the best ethical and good corporate governance policy and thereby ensures the compliance with all applicable statutory and regulatory provisions of laws. It is firmly believed that good governance practices would ensure efficient conduct of the affairs of the Company and help the Company to achieve its goal of maximizing value for all its stakeholders.

II. Board of Directors

The composition of the Board is in conformity with Clause 49 of the Listing Agreement entered into with Stock Exchange. The Board of Directors of your Company consists of 5 (Five) Directors, out of these 3 (Three) are Independent Directors.

i) Details of Composition and Category of Board members, their attendance at the Board Meetings and last Annual General Meeting, Directorship held in other Companies, Committee Chairmanship / Membership held in other Companies as at March 31, 2013:

Report on Corporate Governance(Pursuant to Clause 49 of the Listing Agreement)

1 Directorship held in Private Companies, Section 25 Companies and Foreign Companiesis not included.2 Only Audit Committee and Shareholders' Grievance Committee are taken into consideration as per the

provisions of Clause 49 of Listing Agreement. None of the Directors of the Company is a member of more than 10 committees or acts as a Chairman of more than 5 committees across all the Companies wherein he is a director.# Re- designated as Managing Director w.e.f. June 27, 2012*Appointed as Additional Director w.e.f. August7, 2013.** Resigned from the Board w.e.f. July, 17, 2013.***Appointed as Additional Director w.e f July 17, 2012

Sr. No.

Name of theDirector

Category No. of Board Meetings during

the tenure of Directors in FY 2012-13

Attendance at the last

AGM held on

04.06.2012

Committee position

held in other public

2companies

Directorshipin other public

companies & its 1subsidiaries

Held Attended Chairman Member

Mr. Harshvardhan A Piramal

Mr. R K RewariManaging Director#

Mr. Pramodkumar AkhramkaMr. Sridhar Rengan***Mr Vijay Maheshwari*

Mr. S C Kashimpuria**

1

2

345

6

Non-Executive, Non- Independent Chairman

Executive Director

IndependentIndependentIndependent

Non-Executive

7

7

777

7

7

7

554

3

Yes

Yes

NoNoNo

No

12

2

27-

NA

3

-

---

-

-

---

13

NA NA


ii) None of the Independent Directors of the Company have any pecuniary relationship and / or transaction with the Company. The disclosure of fees / compensation, if any, paid to the Non-Executive Directors is made at appropriate place later in this Report.

thiii) During the year 2012-13, the Board of Directors of your Company met 7 times on 4th May, 2012, 27 June, th th th th th2012, 17 July, 2012, 7 August, 2012, 16 August, 2012, 7 November, 2012 and 5 March, 2013.

The intervening period between any two meetings did not exceed more than 4 months as prescribed under Clause 49 of the Listing Agreement.

iv) The compliance reports of all applicable laws are placed before the Board periodically. All the material and important items pertaining to the development and working of the Company is included with a detailed note in the Agenda and the same is circulated to the Board well in advance, so as to enable them to take strategic decisions. The information which could not be circulated to the Board, in advance, is placed at the table during the Board Meeting. The information as specified in Annexure A of the Clause 49 of the Listing Agreement is provided to the Board as and when applicable and material.

v) The Board has adopted “Code of Conduct for Board Members and Senior Management of the Company”. All the Board Members and Senior Management have affirmed the compliance with the said Code of Conduct during the year 2012-13. A declaration to this effect signed by Managing Director is appended to this Report of Corporate Governance. The Code of Conduct is available on the website of the Company i.e., www.integragarments.com

III. Audit Committee

i) Composition of the Audit Committee, particulars of meetings held and attended during the year 2012-13:

The composition of the Audit Committee is in conformity with Clause 49 of the Listing Agreement entered into with Stock Exchange. The Audit Committee of the Board comprises of following members:

All the members of the Audit Committee are financially literate and considering their professional background and experience, have acquired respective management, financial, accounting and legal expertise. The Chairman of the Audit Committee is a Non-Executive Independent Director.

Ms. Vrushali Nar, Company Secretary acts as the Secretary to the Committee.

Name Position Held Category

Mr. Vijay Maheshwari Chairman Independent Director

Mr. Sridhar Rengan Member Independent Director

Mr. PramodkumarAkhramka Member Independent Director

14

During the year 2012-13, one meeting of the Audit Committee was held and attended by the members as per the details given below;

Terms of reference The terms of reference of this Committee are wide enough to cover the matters specified for Audit Committees

under Clause 49 of the Listing Agreement, as well as in Section 292A of the Companies Act, 1956.

IV. Details of Sitting Fees

During the year under review company did not pay any sitting fees to its Independent Directors.

V. Shareholders / Investors' Grievance cum Share Transfer Committee

The Shareholders / Investors' Grievance cum Share Transfer Committee of the Board has been constituted in line with the requirements of Clause 49 of the Listing Agreement.

i) The Committee as of March 31, 2013 comprises of following members:

The Company Secretary acts as the Secretary to the Committee.

ii) Name, Designation and Address of Compliance Officer:

thMs. Vrushali Nar (appointed w.e.f 27 June 2012)Company SecretaryPeninsula Spenta, Mathuradas Mills Compound Senapati Bapat Marg, Lower Parel - 400 013

iii) Procedure for approval and details of meetings and attendance during the year 2012-13:

The power to approve the share transfer / transmission and dematerialization and / or rematerialisation has been delegated to Freedom Registry Limited, Registrar & Transfer Agents. The request for share transfer/transmission, dematerialization /rematerialisation and issue of new share certificates in lieu of old/worn-out/lost/defaced/split/consolidation, etc., is processed and attended atleast once in a week in co-ordination with Freedom Registry Limited, Registrar & Transfer Agents of the Company.

All the above requests processed during a quarter are then taken into record during quarterly meetings of Shareholders / Investors' Grievance cum Share Transfer Committee.

Name Position Held Category

Mr. Sridhar Rengan Chairman Independent Director

Mr.PramodkumarAkhramka Member Independent Director

Mr. R K Rewari Member Managing Director

Sr. No. Name of Member Meeting / Attendance 04.10.2012

1 Mr. Vijay Maheshwari Present

2 Mr. Sridhar Rengan Present

3 Mr. PramodkumarAkhramka Present

15


iv) Terms of reference:

a) To look into the redressal of shareholders and investors complaints like non-receipt of notices / annual reports, non-receipt of declared dividends, non-receipt of share certificates, etc;

b) To approve and register share transfer and transmission;c) To expedite the process of dematerialization and / or rematerialisation of shares;d) To take on record the Certificate taken under Clause 47 (c) of the Listing Agreement from Practising

Company Secretary;e) To take on record the Reconciliation of Share Capital Audit Report submitted by Practising Company

Secretary every quarter.

VI. General Body Meetings

i) Details of last three Annual General Meetings (AGM):

ii) Details of Special resolutions passed in last three Annual General Meetings (AGM):

iii) Details of resolutions passed through Postal Ballot:

During the year 2012-13, none of the resolutions were passed through Postal Ballot. As on date of this Report, none of the resolutions are proposed to be passed through Postal Ballot. As and when required, the Postal Ballot shall be conducted in accordance with the provisions of Section 192A of the Companies Act, 1956 and The Companies (Passing of Resolutions through Postal Ballot) Rules, 2001.

VII. Disclosures

i) Related party transactions:

Related party transactions have been disclosed under Notes of Significant accounting policies & notes forming part of the financial statements of Audited Accounts in accordance with “Accounting Standard 18”. A statement in summary form of transactions with related parties in the ordinary course of business is periodically placed before the Audit Committee for review and recommendation to the Board for their approval.

Financial Year

AGM No.

Day & Date Venue Time

2011-12

2010-11

2009-10

th5

th4

rd3

Monday,th 4 June, 2012

Friday, nd2 September, 2011

Tuesday,th 28 September, 2010

Peninsula Spenta, Mathuradas Mills Compound, Senapati BapatMarg, Lower Parel, Mumbai - 400 013

12:30 p.m.

Peninsula Spenta, Mathuradas Mills Compound, Senapati BapatMarg, Lower Parel, Mumbai - 400 013Peninsula Spenta, Mathuradas Mills Compound, Senapati BapatMarg, Lower Parel, Mumbai - 400 013

12:30 p.m.

2:30 p.m.

AGM No.

No. of Special resolutions passed Particulars of Special resolutions

rd3th4th5

NIL

NIL

NIL

NA

NA

NA

16

No material transactions are entered with related parties in conflict with the interest of the Company's business. All the transactions with related parties are entered at arm's length price. The Disclosure of interest in any of transaction is made to the Board every year by the Directors and as and when they become interested. Further, interested Directors neither participate nor vote on any item involving any transaction wherein they have interest.

ii) Disclosure of Accounting treatment:

The financial statements of the Company for the year ended March 31, 2013 are prepared in conformity with the Accounting Standards.

iii) Risk Assessment:

The Company has an effective and efficient Risk Assessment and Management System to track, analyze and mitigate the risks associated with the Company. The Board of Directors periodically reviews the procedure of Risk Assessment and Management and thereby frame a properly defined network with help of which executive management can control risks.

iv) Proceeds from public issues, rights issues, preferential issues, etc.:

During the year under review, the Company has not raised any proceeds through public issues, rights issues, preferential issues, etc.

v) Remuneration of Directors:

No Remuneration is paid to the Directors of the Company.

vi) Subsidiary Company:

In terms of Clause 49 (III) of the Listing Agreement, your Company does not have any subsidiary company and hence the requirement of the said clause does apply to the Company.

vii)Management:

a) Management Discussion & Analysis report is attached to Directors' Report.b) There were no material financial and commercial transactions by Senior Management as defined in

Clause 49 of the Listing Agreement where they have personal interest that may have a potential conflict with the interests of the Company at large.

viii) Shareholders:

The brief profile and other information pertaining to Directorship held in other Companies, shareholding, etc, of the Directors proposed to be appointed / re-appointed at the ensuing Annual General Meeting of the Company is attached to the Notice of Annual General Meeting.

17


ix) Compliances:

The Company has complied with all the statutory requirements of Listing Agreement entered into with Stock Exchange including mandatory requirements of Clause 49.

x) Means of Communication:

a) Financial results

The quarterly, half yearly and annual results of the Company in the format prescribed under Clause 41 of the Listing Agreement will be published in prominent dailies and also posted on the website of the Company i.e., www.integragarments.com

b) Other information

Important official news is also posted on the Company's website www.integragarments.com, as and when released.

The Company has also designated exclusive e-mail id for the use of investors in accordance with Clause 49 of the Listing Agreement which is [email protected]

xi) CEO/CFO Certificate:

The CEO/CFO Certificate for the year ended March 31, 2013 as required under Clause 49(V) of the Listing Agreement, was placed and taken on record at the Board Meeting of the Company held on 21st August, 2013.

xii) Certificate of Compliance:

The Certificate of Practising Company Secretary confirming compliance with all requirement of the Clause 49 of the Listing Agreement for the year ended March 31, 2013 is appended to this Report on Corporate Governance.

xiii)Code for Prevention of Insider Trading

The Company has adopted a Code for Prevention of Insider Trading in the shares of the Company which is in line with the Model Code as prescribed by the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended. The said Code inter alia prohibits purchase / sale of shares of the Company by Directors and Employees while in possession of unpublished price sensitive information in relation to the Company.

xiv) General Shareholders Information:

18

a) Annual General Meeting

Date :Time : Venue : Plot No. G2-M.I.D.C. Industrial Estate,

Post: SalaiDhaba, Butibori, Nagpur - 441108

nd22 November 20139.30 a.m.

VIII) Share Transfers (Physical Form)

The Board has delegated the authority for approving transfer, transmission, etc. of the Company's equity shares to a Share Transfer Committee comprising of Mr. R K Rewari, Mr. Pramodkumar Akhramka and Mr. Sridhar Rengan. The share certificates in physical form are generally processed and returned within 15 days from the date of receipt, if the documents are clear in all respects.

For administrative convenience and to facilitate speedy approvals, authority has also been delegated to Senior Executives to approve share transfers upto specified limits.

b) Financial year 2013-14 (tentative schedule)

thQuarter Results ending June 30, 2013 ( The Shares of Co. are listed w.e.f. 20 August, 2013Ending on September 30, 2013 : Second week of November 2013Ending on December 31, 2013 : Second week of February 2013Year ended March 31, 2014 : In the month of May 2014

AGM is proposed to be held in September 2014.

th ndc) Date of Book Closure : 14 November to 22 November, 2013 (Both Days Inclusive)

d) Dividend Payment date : No Dividend is recommended by Board

e) Listing on Stock Exchange : The Bombay Stock Exchange Ltd. (BSE), and The National Stock Exchange of India (NSE), Mumbai

The Annual Listing fees for the year 2013-14 is been fully paidwithin stipulated time.

f) Stock Code :BSE : 535958 / INTEGRAGARNSE : INTEGRA

g) Corporate Identification Number (CIN) : U18109MH2007PLC172888

(h) Stock Market Price Data : The shares of the company are listed & traded w.e.f. th20 August, 2013 pursuant to the Demerger of the readymade

garment undertaking of Morarjee Textiles Limited. Therefore, stock market data price is not available for the

stperiod ended 31 March, 2013.

19

(I) Registrar and Transfer Agents : Freedom Registry LimitedRegistered OfficePlot No. 101/102, 19th Street, MIDC Area, Satpur, Nashik 422 007.Tel (0253) - 2354 032 Fax (0253) - 2351 126E-mail : [email protected]

Mumbai Liasioning Office :Freedom Registry Limited104, Bayside Mall, 35, C. M. M. MalviyaMarg,Tardeo Road, Haji Ali, Mumbai 400 034.Tel: (022) - 2352 5589


A summary of the transfer / transmission so approved by the Committee and the authorized Executives will be placed at every Board Meeting.

The Company shall obtain from a Company Secretary in practice, half yearly certificate of compliance with the share transfer formalities as required under Clause 47 (c) of the Listing Agreement with the Stock Exchanges, and shall file a copy of the certificate with the Stock Exchanges.

The Company shall conduct a Reconciliation of Share Capital Audit on a quarterly basis in accordance with SEBI requirements.

a) Distribution of shareholding as on March 31, 2013:

Shareholding Pattern as on March 31, 2013

SHARE HOLDING OF NOMINAL VALUE OF

SHARE HOLDERS SHAREAMOUNT

Upto-5,000 18739 98.64 30544325.00 12.015,001 - 10,000 128 0.67 6302485.00 2.48

10,001 - 20,000 74 0.39 7020237.00 2.7620,001 - 30,000 18 0.09 3255203.00 1.2830,001 - 40,000 4 0.02 1053129.00 0.4140,001 - 50,000 9 0.05 2896551.00 1.1450,001 - 1,00,000 10 0.15 5114697.00 2.01

1,00,001 and above 15 0.08 198139816.00 77.91

(1) (2) (3) (4) (5)

Rs. Rs. Number % to Total In Rs. % to Total

20

Sr. No. No. of Shares held % of Shares held

A Promoters Holding1 Indian promoters 2,32,07,635 63.88

Foreign promoters - -2 Persons acting in concert - -

Sub total (1+2) 2,32,07,635 63.88B Non promoters Holding

3 Institutional Investorsa Mutual Funds and UTI 2,711 0.01b Banks, Financial Institutions,

Insurance Companies (Central/ State Govt., Institutions/ Non Govt. Institutions) 19,41,347 5.34

c Foreign Institutional Investors 1,135 0.00Sub total (3) 19,45,193 5.35

4 Othersa Private Corporate Bodies 26,28,758 7.24b Indian Public 82,88,349 22.81c Non Resident Indians 2,62,414 0.72

Sub total (4) 1,11,79,521 30.77Grand total (1+2+3+4) 3,63,32,349 100.00

Category

b) Dematerialization of shares and liquidity:

The Company's Shares are traded in Stock Exchange in dematerialized form and are available for trading in both the Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 31, 2013, 98.73% of outstanding Equity shares of the Company are held in dematerialized form.

ISIN No. of the Company's Equity Shares is : INE418N01019

c) Outstanding GDRs /ADRs /Warrants or any Convertible instruments, conversion date and likely impact on equity: NIL

d) Address for Correspondence :

Corporate OfficePeninsula Spenta,Mathuradas Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai :- 400 013 Tel No. : 022 66154651Fax No. : 022 66154593Email: [email protected]

Compliance OfficerMs. Vrushali NarCompany SecretaryPeninsula Spenta, Mathuradas Mills Compound, Senapati BapatMarg, Lower Parel, Mumbai :- 400 013 Tel No. : 022 66154651Fax No. : 022 66154593Email: [email protected]

21


R. K. RewariManaging Director



Declaration regarding Compliance by Board Members and Senior Management Personnel with the Company's Code of Conduct.

To, The Members of Integra Garments and Textiles Limited

Declaration by the Managing Director under Clause 49 of the Listing Agreement

I, R. K. Rewari, Managing Director of Integra Garments and Textiles Limited hereby declare that all the members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year ended 31st March, 2013.

R. K. RewariManaging Director

stMumbai, 21 August, 2013

22

CERTIFICATE ON CORPORATE GOVERNANCE

To, The Members of Integra Garments & Textiles Limited

We have examined relevant records of Integra Garments & Textiles Limited (the Company) for the purpose of certifying compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing

stAgreement of the Stock Exchanges in India for the Financial Year ended 31 March, 2013.

The compliance of the conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to the procedure and implementation thereof, adopted by the Company for ensuring the Compliance conditions of Corporate Governance.

On the basis of our examination of the records produced, explanations and information furnished by the management of the Company, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

FOR DHRUMIL M. SHAH & CO.

DHRUMIL SHAHCompany SecretaryACS 22541, CP 8978

Place: MumbaistDate: 21 August, 2013

To the Members of Integra Garments & Textiles Limited.

We have audited the accompanying financial statements of Integra Garments & Textiles Limited. (“the Company”), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;b) in the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date; andc) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

1. As required by the Companies (Auditor's Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

Auditor's Report

23


c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

For D. Dadheech & Co.Chartered Accountants

FRN: 101981W

Devesh H. Dadheech(Proprietor)

Membership No. : 033909Place: MumbaiDate: 15/06/2013

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Integra Garments & stTextiles Limited on the accounts of the company for the year ended 31 March, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. a] The Company is in the process of compiling records showing full particulars including quantitative details and situation of Fixed Assets..

b] Fixed Assets were physically verified by the management at the end of the year but discrepancies, if any will be evident only after the records are compiled.

c] The Company has not disposed of any substantial part of its fixed assets so as to affect its going concern status.

2. a] Inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b] The procedures of physical verification of stocks followed by the management are adequate in relation to the size of the Company and the nature of its business.

c] The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

24

3. a] The Company has not granted any loans to any company covered in the register maintained under section 301 of the Companies Act, 1956.

In view of clause 4(iii) (c) of the companies (Auditor's Report) Order 2003, Clause 4 (iii) (b, c & d) are not applicable to the company.

b] The Company has not accepted loans from the Parties covered in the register maintained under section 301 of the Companies Act, 1956.

In view of clause 4(iii) (c) of the companies (Auditor's Report) Order 2003, Clause 4 (iii) (b, c & d) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of stores, raw materials including components, packing materials, plant and machinery, equipment and other assets and with regard to sale of goods and services. There is no major weaknesses in the aforesaid internal control procedures.

5. a] There are no contracts and arrangements referred to in section 301 of the Companies Act, 1956 and accordingly clause 4 (v) are not applicable to the Company.

In view of clause 4(v) (a) of the companies (Auditor's Report) Order 2003, Clause 4 (v) (b) is not applicable to the company.

6. The Company has not accepted any deposits from public and hence provisions of clause 4 (vi) are not applicable to the company.

7. In our opinion, the Company has an adequate internal audit system, commensurate with its size and nature of business.

8. We are informed that the maintenance of cost records has not been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956, in respect of the Company's business.

9. a] The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities.

b] According to the records of the Company and information and explanation given to us, there are following disputed dues on account of Income Tax, Service Tax, Excise Duty, dues which have not been deposited with respective authorities:

25

Nature of Statute Nature of Dues Financial Year Amount Rs

Customs Tariff Act 1975 Customs Duty Upto 2005-06 88,10,910


10. The Company has not incurred any cash loss in the current year.

11. The Company has not defaulted during the year in repayment of due to any financial institutions, banks.

12. The Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. As the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14. As the Company is not dealing in or trading in shares, securities, debenture and other investments, Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order,2003 are not applicable to the Company.

15. The Company has not given any guarantee during the year.

16. The term loans taken during the year are utilized for the purpose for which it was taken.

17. According to the information and explanations received, the company has not applied short term borrowings for long term use.

18. According to the information and explanations given to us, the company has not made any preferential allotment of shares of parties and companies covered in the register maintained under section 301 of the Act.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issue during the year

21. As per the information and explanations given to us no material fraud on or by the Company has been noticed or reported during the year.

For D. Dadheech & Co.Chartered Accountants

FRN: 101981W

Devesh H. Dadheech(Proprietor)

Membership No. : 033909Place: MumbaiDate: 15/06/2013

26

STBALANCE SHEET AS AT 31 MARCH, 2013

Note

31-Mar-2013

I EQUITY AND LIABILITIES

1 Share Holders Fund

a) Share capital 2 109,247,047 500,000

b) Reserves & Surplus 3 (133,095,837) 127,360

2 Non Current Liabilities

a) Long term Borrowings 4 24,739,099 -

3 Current Liabilities

a) Short Term Borrowings 5 286,708,886 -

b) Trade Payables 6 6,535,597 308,427

c) Other Current liabilities 7 31,784,727 -

TOTAL 325,919,519 935,787

II ASSETS

1 Non current Assets

a) Fixed Assets 8 292,216,830 -

b) Non current Investments 9 300,000 300,000

c) Long term Loans & Advances 10 2,809,485 -

d) Other non current asset 11 4,339,542 -

2 Current Assets

a) Inventories 12 3,611,240 -

b) Trade Receivables 13 2,320,383 -

c) Cash & cash equivalent 14 3,529,747 375,787

d) Short term loans & advances 15 15,985,628 260,000

e) Other current Assets 16 806,664 -

TOTAL 325,919,519 935,787

Accounting Policies 1

Notes are an Integral part of the financial statements

As per our Report of even date

For & on Behalf ofD.Dadheech & CoChartered AccountantsFRN No.101981W

Devesh H DadheechProprietorM.No.33909

thPlace : Mumbai, 15 June, 2013

[Amount in ]`

31-Mar-2012

27





STATEMENT OF PROFIT AND LOSS FOR THE STYEAR ENDED 31 MARCH, 2013 [Amount in ]`

Note 31-Mar-2013

Revenue from operations ( Gross) 17 138,529,140 -

Less : Excise Duty 4,213,842 -

Revenue from operations (Net) 134,315,298 -

Other Income 18 235,525,691 -

Total Income 369,840,989 -

Expenditures

a) Material Consumed 19 95,071,829 -

b) (Increase) / Decrease in WIP & Finished Goods 20 45,540,243 -

c) Employee benefit expenses 21 64,105,457 -

d) Finance Cost 22 25,208,327 -

e) Depreciation 44,668,982 -

f) Other Expenses 23 79,363,909 49,913

g) Forex Loss/(Gain) 198,755

Total Expenditure 354,157,502 49,913

Profit / (Loss) for the Year 15,683,487 (49,913)

Earning Per Equity Share 0.43 (2.45)

(Refer Note No.30)

Accounting Policies 1

Notes are an Integral part of the financial statements




thPlace : Mumbai, 15 June, 2013

31-Mar-2012

28




Note 1 : Accounting Policies

1. Basis of preparation of financial statement

(a) Basis of Accounting:The financial statements have been prepared and presented under the historical cost convention on accrual basis of accounting to comply with the accounting standards prescribed in the Companies (Accounting Standards) Rules, 2006 and with the relevant provisions of the Companies Act, 1956.

(b) Use of estimatesThe preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in India requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent liabilities on the date of financial statements.

2. Fixed AssetsAll the fixed assets are stated at historical cost. In respect of Assets acquired under new project/ expansion/ restructuring, interest cost on borrowings and other related expenses during trial runs and upto satisfactory commencement of commercial production have been capitalised to Plant & Machinery and any subsidy given for a specific assets is reduced from cost. The Accounting Standard prescribed in the Companies (Accounting Standards) Rules, 2006 and with the relevant provisions of the Companies Act, 1956 has been compiled with in this respect.

3. DepreciationDepreciation has been provided on straight line method on all fixed assets except Leasehold land at the rates specified in Schedule XIV to the Companies Act, 1956. Premium on lease hold land is amortised over the period of lease. Intangible assets are amortised over their estimated useful life.

4. Lease Accounting Lease rentals on assets taken on lease are recognised as expense in the statement of Profit and loss account on an accrual basis over the lease term.

5. Inventorya) Raw materials, work in progress, finished goods, packing materials, stores, spares, traded goods and

consumables are carried at the lower of cost and net realisable value. The comparison of cost and net realisable value is made on an item-by-item basis. Damaged, unserviceable and inert stocks are suitably depreciated.

b) In determining cost of raw materials, packing materials, traded goods, stores, spares and consumables, weighted average cost method is used. Cost of inventory comprises all costs of purchase, duties, taxes (other than those subsequently recoverable from tax authorities) and all other costs incurred in bringing the inventory to their present location and condition.

c) Cost of finished goods and work-in-process includes the cost of raw materials, packing materials, an appropriate share of fixed and variable production overheads, excise duty as applicable and other costs incurred in bringing the inventories to their present location and condition. Fixed production overheads are allocated on the basis of normal capacity of production facilities.

STNOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31 MARCH, 2013

29


6. Investments Long term investments are carried at cost. Provision for diminution in the value of long term investments is made only if such a decline is not temporary in the opinion of the management. Short term investments are carried at lower of cost and fair value. The comparison of cost and fair value is done separately in respect of each category of investments.

Profit and loss on sale of investments is determined on a first in first out (FIFO) basis.

7. Revenue RecognitionRevenue is recognised only when there is no significant uncertainty as to the measurability / collectability of amount.

8. Transactions in Foreign ExchangeTransactions in foreign currency are recorded at the exchange rate prevailing on the date of the transaction. Exchange differences arising on foreign exchange transactions settled during the year are recognised in the Profit and loss account of the year.

Monetary assets and liabilities denominated in foreign currencies, which are outstanding as at the year end are translated at the closing exchange rate and the resultant exchange differences are recognised in the Profit and loss account.

The premium or discount on forward exchange contracts is recognized over the period of the contracts in the profit and loss account.

9. Employee Benefits

(i) Short Term Employee Benefits:All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits and they are recognised in the period in which the employee renders the related service The Company recognises the undiscounted amount of short term employee benefits expected to be paid in exchange for services rendered as a liability (accrued expense) after deducting any amount already paid.

(ii) Post-employment benefits:

(a) Defined contribution plans

Defined contribution plans are, Government administered Provident Fund Scheme and Government administered Pension Fund Scheme for all employees and Superannuation scheme for eligible employees. The Company's contribution to defined contribution plans are recognised in the profit and loss account in the financial year to which they relate.

The interest to the beneficiaries every year is being notified by the Government.

(b) Defined benefit plans

(i) Defined benefit gratuity plan


30

The Company operates a defined benefit gratuity plan for employees.

The cost of providing defined benefits is determined using the Projected Unit Credit Method with actuarial valuations being carried out at each balance sheet date. Past service cost is recognised immediately to the extent that the benefits are already vested, else is amortised on a straight-line basis over the average period until the amended benefits become vested.

The defined benefit obligations recognised in the balance sheet represents the present value of the defined benefit obligation as adjusted for unrecognised actuarial gains and losses and unrecognised past service costs, and as reduced by the fair value of plan assets, if applicable. Any defined benefit asset (negative defined benefit obligations resulting from this calculation) is recognised representing the unrecognised past service cost plus the present value of available refunds and reductions in future contributions to the plan.

(iii)Other long term employee benefits

Entitlements to annual leave and sick leave are recognised when they accrue to employees. Sick leave can only be availed while annual leave can either be availed or encashed subject to a restriction on the maximum number of accumulation of leaves. The Company determines the liability for such accumulated leaves using the Projected Accrued Benefit Method with actuarial valuations being carried out at each balance sheet date

10. Provision for Taxation Income tax expense comprises of current tax (i.e. amount of tax for the period determined in accordance with the Income Tax Act, 1961), deferred tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the period) and fringe benefit tax (computed in accordance with the relevant provisions of the Income tax Act, 1961).

The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognised using the tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be realised in future; however, where there is unabsorbed depreciation or carry forward loss under taxation laws, deferred tax assets are recognised only if there is a virtual certainty of realisation of such assets. Deferred tax assets are reviewed as at each balance sheet date to reassess realisation.

11. Provisions and Contingencies

The company creates a provision when there exists a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources is remote, no provision or disclosure is made.

12. Earnings per shareThe basic and diluted earnings per share (“EPS”) is computed by dividing the net profit after tax for the year by weighted average number of equity shares outstanding during the year.


31



31-Mar-2013

Note 2: Share CapitalAuthorised4,00,000,00 Equity Shares of Rs. 3 Each 120,000,000 500,000

(previous year 50000 equity shares of Rs. 10/-each) 5,00,000 Redeemable Cumulative Non Convertible Preference Shares of

Rupee 1 each (Refer Note no. 24) 500,000 - 120,500,000 500,000

Issued, Subscribed and Paid up3,63,32,349 Equity shares of Rs. 3 Each, Fully paid 108,997,047 500,000

(previous year 50000 Equity Shares of Rs. 10/-each) (Refer Note No 24)

1,00,000 5% Redeemable cumulative Non convertible preference 100,000 - shares of Rs. 1 Each (Refer Note No 24)

1,50,000 9% Redeemable cumulative Non convertible preference 150,000 - shares of Rs. 1 Each (Refer Note No 24)

Total 109,247,047 500,000

A) The Reconciliation of the number of shares outstanding if given below: No of Shares No of Shares a) Equity Shares

Equity Share Outstanding at the beginning of the Year 50,000 10,000 Equity Shares issued during the year 36,332,349 40,000 Equity Shares cancelled during the year 50,000 - Equity Shares outstanding at the end of the year 36,332,349 50,000

b) Preference SharesPreference Shares at the beginning of the year - - 5% Preference Shares issued during the year 100,000 - 5% Preference Shares outstanding at the end of the year 100,000

Preference Shares at the beginning of the year - - 9% Preference Shares issued during the year 150,000 - 9% Preference Shares outstanding at the end of the year 150,000

B) Shareholders holding more than 5% shares of the Companya) Equity Shareholder

Ashok Piramal Group Textile Trust through its trustee, Mrs. Urvi A PiramalNos of Shares 21,590,112 - % age of holding 59.42 -

b) Preference ShareholderAshok Piramal Group Textile Trust through its trustee, Mrs. Urvi A PiramalNos of Shares 250,000 - % age of holding 100.00 -

[Amount in ]`

31-Mar-2012

32

Note General Reservea) Reserves and Surplus

Add: on account of amalgamation 15,124,962 - ( Refer Note No. 24)

b) Profit & Loss Accounts Balance as per Profit and Loss Account 127,360 177,273 Add: Profit /(Loss) on account of amalgamation (Refer Note 24) (164,031,646) - Add : Profit /(Loss) of current year 15,683,487 (49,913)Balance as per Profit and Loss Account (148,220,799) 127,360

(133,095,837) 127,360

Note 4 : Long Term BorrowingsSecured LoansTerm Loan from banks 24,739,099 -Term Loan Granted by Bank is secured by First paripasu charge on the present and the future movable and immovable fixed assets of the Company. Second charge on all the current assets of the Company.

24,739,099 -

Note 5 : Short Term BorrowingsUnsecured LoansBodies Corporate 286,548,886 -Director(s) 160,000 -

286,708,886 -

3 : Reserves & Surplus


31-Mar-2013

c) Terms / rights to Equity SharesThe Company has only one class of shares referred as equity shares having a par value of Rs.3/- per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

d) Terms / rights attached to Preference Shares--5% Redeemable Cumulative Non- Convertible Preference Shares of Rs.1/- each, Redeemable at anytime before the expiry of 20 years from the date of allotment (i.e. 16th August, 2012) of the said preference shares at the option of the Company. The holders of the said Preference Shares shall not have any right to vote in any manner before the Company at any meeting except on resolutions placed before the Company at any meeting which directly affects their rights.

--9% Redeemable Cumulative Non- Convertible Preference Shares of Rs.1/- each, Redeemable at anytime between 16th February, 2014 to 15th August, 2017 at the option of the Company. The holders of the said Preference Shares shall not have any right to vote in any manner before the Company at any meeting except on resolutions placed before the Company at any meeting which directly affects their rights.

31-Mar-2012

33

[Amount in ]`



31-Mar-2013

[Amount in ]`

31-Mar-2012

Note 6 : Trade PayablesDues to Micro, Small & Medium Enterprises - - Others 6,535,597 308,427

6,535,597 308,427

Note 7 : Other Current LiabilitiesStatutory Liability 130,247 -Current maturities of Long term debt 17,625,000 -Others 14,029,480 -

31,784,727 -

Note 8: Fixed Assetsa) Gross Block - Tangible Assets 15,563,391 -

Less : Depreciation 8,346,561 -Net Block 7,216,830 -

b) Gross Block - Intangible Assets 300,000,000 -Less : Depreciation 15,000,000 -Net Block 285,000,000 -

292,216,830 -

Note 9 : Non Current InvestmentsUn Quoted:10,20,000 Equity Shares of Mens Club s.p.a. Italy 300,000 300,000

300,000 300,000

Note 10 : Long Term loans & advancesAdvance Tax 2,809,485 -

2,809,485 -

Note 11: Other Non Current AssetMat Credit entitlement Receivable 4,339,542 -

4,339,542 -

Note 12 : Inventoriesa) Raw material 500,000 -b) Finished Goods 3,111,240 -

3,611,240 -

34


31-Mar-2013

[Amount in ]`

31-Mar-2012

Note 13 : Trade Receivables (Unsecured, considered good)Trade receivables outstanding for a period exceeding six months from the date they were due for payment 2,320,383 -

Other Trade receivables - - 2,320,383 -

Note 14 : Cash & Cash Equivalenta) Cash in hand 686 -b) Balances with Banks

i) Current Accounts 2,573,835 375,787 ii) Fixed Deposits 955,226 -

3,529,747 375,787

Note 15 : Short Term loans & Advacnesa) Deposits 3,100,396 -b) Others 12,885,232 260,000

15,985,628 260,000

Note 16 : Other Current AssetsInterest Receivable 806,664 -

806,664 -

Note 17 : Revenue from operations a) Sale of products

Export Sales 84,427,258 - Local Sales 42,146,928 -

126,574,186 - b) Other Operating Revenue

Job Work Income 5,007,668 - Duty Drawback 6,947,286 -

11,954,954 - 138,529,140 -

Note 18: Other Income Profit / (Loss) on sale of assets (net) 235,445,220 - Miscellaneous Income 80,471 -

235,525,691 -

35



31-Mar-2013

[Amount in ]`

31-Mar-2012

19 : Material Consumed

a) Material Consumed - Fabric

Opening Stock - -

Add : Stock on amalgamation of garment business (Refer Note No.24) 39,308,826 -

Add: Purchase during the year 41,805,055 -

Add: Carriage Inward 1,251,098 -

Less: Closing Stock 500,000 -

Material Consumed - Fabric 81,864,979 -

b) Material Consumed - Accessories

Purchases during the year 13,206,850 -

Material Consumed - Accessories 13,206,850 -

Material Consumed (a+b) 95,071,829 -

Note 20 : Increase Decrease in WIP & FG

Opening Stock - -

Add : Stock on amalgamation of garment business (Refer Note No.24)

WIP 24,150,749 -

Finished Goods 26,901,561 -

51,052,310 -

Closing Stock

WIP - -

Finished Goods 3,111,240 -

3,111,240 -

(Increase) / Decrease in WIP & FG 47,941,070 -

Increase / (Decrease) in Excise Duty (2,400,827) -

Net (Increase) / Decrease in WIP & FG 45,540,243 -

Note

36


31-Mar-2013

[Amount in ]`

31-Mar-2012

Note 21 : Employee Benefit Expenses

Salaries and Wages 55,493,678 -

Contribution to PF and other Funds 8,174,829 -

Staff Welfare Expenses 436,950 -

64,105,457 -

Note 22 : Finance Cost

Interest Expenses

Interest on Term Loans 11,796,370 -

Interest on Others 121,108 -

Interest on Working capital 12,508,517 -

Less: Interest Income (116,977) -

24,309,018 -

Bank Charges 899,309 -

25,208,327 -

Note 23 : Other Expenses

Job Work Charges 4,921,923 -

Power & Fuel 2,485,724 -

Consumables 465,773 -

Lease Rent 42,716,371 -

Telephone Expenses 365,613 -

Travelling & Conveyance 3,924,011 -

Rates & Taxes 2,470,233 -

Repairs & maintenance - Others 2,702,998 -

Professional Charges 3,020,298 10,647

Clearing & Freight Charges 2,186,086 -

Auditor's Remuneration 325,000 8,427

Insurance 37,857 -

Commission & Discount Expenses 7,607,324 -

Security Expenses 1,966,961 -

Miscellaneous Expenses 4,167,737 30,839

79,363,909 49,913

37



[Amount in ]`

Note : 24Composite Scheme of Arrangement and Amalgamation 1 The Composite Scheme of Arrangement and Amalgamation ('Scheme') under Sections 391 to 394 read with

Sections 100 to 103 and other applicable provisions of the Companies Act, 1956 between Morarjee Textiles Limited ('MTL'), Five Star Mercantile Ltd (FSML / the Company) and Morarjee Holding Private Limited ('MHPL') and their respective shareholders, has been sanctioned by the Honorable High Court of Judicature at

thBombay vide its Order dated 29 June 2012 and has been made effective on filing of the certified copies of the thOrder of the court on 17 July, 2012 ('Effective date'). The Scheme, inter alia, provides for the demerger of Integra

Division of the Company pertaining to garment manufacturing business along with its investments in MHPL into the Company with Appointed Date as April 01, 2011. Under the same composite scheme, MHPL would be merged with the Company with Appointed Date as January 01, 2012.

2 Pursuant to demerger:a) Integra Division pertaining to Garment Manufacturing Undertaking of MTL has been transferred to the

Company on a going concern basis.b) As a consideration:

• One fully paid Equity Share of Rs.3 each of the Company shall be issued and allotted for every one fully paid Equity Share of Rs. 10 each held in MTL;

• One fully paid 5% Redeemable Cumulative Non-Convertible Preference Shares of Rs.1 each of the Company shall be issued and allotted for every 10 fully paid 5% Redeemable Cumulative Non-Convertible Preference Shares of Rs. 100 each held in MTL; and

• One fully paid 9% Redeemable Cumulative Non-Convertible Preference Shares of Rs.1 each of the Company shall be issued and allotted for every 10 fully paid 9% Redeemable Cumulative Non-Convertible Preference Shares of Rs. 100 each held in MTL.

c) The exisiting equity shares of the Company held by MTL shall without any application or deed, stand cancelled without any payment.

d) The difference between excess of the book value of assets over the book value of liabilities transferred of the Integra Division transferred from MTL and the amount credited as share capital after adjusting the reduction in the capital shall be debited/credited to Business Reconstruction account of FSML.

3 Since the treatment of the aforesaid scheme is given effect in the current year, the figures for the current year to that extent are not comparable with those of the previous year.

4 Pursuant to merger:The Company has carried out the accounting treatment prescribed in the Scheme as approved by the Hon'ble High Court of Judicature at Bombay. The required disclosures as per paragraph 42 of Accounting Standard 14 have been provided. Hence, in accordance with the Scheme:a) All the assets and liabilities in the books of MHPL shall stand transferred and vested in the Company and

shall be recorded by the Company at their respective fair values.b) The investments in the equity share capital of the MHPL as appearing in the books of accounts of the

Company, as on the appointed date of merger, shall stand cancelledc) The difference, between the fair value of assets and the fair value of liabilities transferred to the Company

after adjusting for the inter-company investments and balances, if any and after adjusting the balance in Business Reconstruction Account created pursuant to demerger be credited to General Reserve Account.

5 Pursuant to the Composite Scheme, the name i.e. FSML stands changed to Integra Garments and Textiles Ltd thw.e.f. 10 August, 2012

38


Note -25

b) Value of Imported and Indigenous Raw Materials, Stores spares Parts & Components Consumed

c) CIF Value of Import & Expenses in Foreign Currency and Earning in Foreign Currency

Year Ended

31-03-2013

Year Ended

31-03-2012 Value Value

818.64 -

132.07 -

950.71 -

Consumption of Raw Materials

Fabric

Accessories

` in lacs

a)

Raw Material % %

Imported 77.28 8.13% -

Indigenous 873.43 91.87% -

950.71 100.00% -

Year Ended 31-03-2013 Year Ended 31-03-2012

` in lacs

Year Ended

31-03-2013 31-03-2012

a) CIF Value of Import

Raw Material 77.28 -

b) Earning in Foreign Currency 829.76 -

d)

Turnover-Readymade Garments 1265.74

Finished Goods 31.11 -

Year Ended

31-03-2013 31-03-2012 -

e) Auditors Remuneration Year Ended

31-03-2013 31-03-2012

Audit Fees 2.50 0.08 Tax Audit Fees 0.75 -

3.25 0.08

` in lacs

` in lacs

-

-

-

39

` in lacs

Value Value



26 There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more stthan 45 days as at 31 March, 2013. This information as required to be disclosed under the Micro, Small and

Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

27 The Company is engaged in Manufacturing of textiles Products which is Considered as the only reportable business segment.

28 List of related Parties with whom transaction have taken place during the year

29 Lease Rent includes rent, compensation paid to landlord and service tax amount with interest.

30

Details of Transactions are as follows: Year Ended

31-03-2013 31-03-2012

a) Land sold to related party Morarjee Textiles Ltd

b) Loan repaid to Related party Morarjee Textiles Ltd

4,051.00 -

` In Lacs

3,749.51 -

Earnings Per Share (Basic & Diluted)

a) Profit / (Loss) after Tax Less: Preference Share dividend

b) Number of Shares (Weighted Average)

Earnings Per Share ( )`c)

15,683,487 11,556

15,671,931

36,332,349

0.43

(49,913) -

(49,913)

20,383

(2.45)




thPlace : Mumbai, June 15 , 2013

40

Year Ended

31-03-2013 31-03-2012

[Amount in ]`




Inte

gra

Gar

men

ts a

nd T

extile

s Li

mited

A

nn

ual

Rep

ort

20

12-1

3

No

te N

o. 8

: Fix

ed A

sset

s

Par

ticul

ars

Op

Bal

as a

t st

Apr

il 1

,

2012

Add

ition

s on

Acc

ount

of

Am

alga

mat

ion

(Ref

er N

ote

24)

Add

ition

s

duri

ng th

e y

ear

As

at

Mar

31,

201

3

Tan

gibl

e A

sset

s

Land

Lea

seho

ld-

*-

-

-

Impr

ovem

ent t

o Le

ase

hold

Pre

mis

es-

16,0

40,7

89

16,0

40,7

89

-

Furn

iture

& F

ixtu

res

-

40,5

07,8

24

40,5

07,8

24

-

Plan

t & M

achi

nery

-

351,

109,

415

33,6

25

351,

143,

040

-

Com

pute

rs-

14,4

06,3

72

14,0

90

-

14,4

20,4

62

Elec

tric

al e

quip

men

t-

432,

743

13,7

32

446,

475

-

Veh

icle

s-

1,48

0,50

7

1,48

0,50

7

-

Inta

ngib

le A

sset

s

Com

pute

r So

ftw

are

-

22,0

67,7

01

20,9

24,7

72

1,14

2,92

9

Bran

ds30

0,00

0,00

0

300,

000,

000

-

746,

045,

351

61,4

47

430,

543,

407

315,

563,

391

th*

Lea

se h

old

Lan

d h

as b

een

rec

eiv

ed b

y t

he

com

pan

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s p

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dat

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9

dem

erg

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f re

ady

mad

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ent

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f M

ora

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Tex

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s L

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2 o

f H

on

ora

ble

Hig

h C

ou

rt o

f B

om

bay

all

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ing

Gro

ss B

lock

Dep

reci

atio

n on

Acc

ount

of

Am

alga

mat

ion

(Ref

er N

ote

24)

As

at

Mar

31,

20

13

As

at

Mar

ch 3

1,

2012

-

-

-

-

-

-

-

-

15,1

06,5

72

267,

147

15,3

73,7

19

-

-

-

-

28,3

80,8

77

1,20

2,28

0

29,5

83,1

57

-

-

-

-

121,

347,

855

25,0

56,3

47

146,

404,

202

-

-

-

7,00

8,20

2

1,33

8,35

9

-

8,34

6,56

1

6,07

3,90

1

-

-

5,61

7

8,53

9

14,1

56

-

-

-

-

1,46

7,88

3

12,6

24

1,48

0,50

7

-

-

-

-

16,1

15,4

41

1,78

3,68

7

17,8

99,1

28

-

1,14

2,92

9

-

-

15,0

00,0

00

15,0

00,0

00

285,

000,

000

-

-

189,

432,

448

44,6

68,9

82

210,

754,

869

23,3

46,5

61

292,

216,

830

-

Dep

reci

atio

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et B

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Del

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ns

duri

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Add

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As

at

Mar

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3

Op

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as a

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pril

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- - - - -

-

[Am

ou

nt

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]`

ST

NO

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S O

N F

INA

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ST

AT

EM

EN

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EA

R E

ND

ED

31

MA

RC

H, 2

013

41


stCASH FLOW STATEMENT FOR THE YEAR ENDED 31 March , 2013

31-Mar-2013

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit : 156.83

Depreciation 446.69 Interest Expenses 252.08 Adjustment on amalgamation (1433.57)Profit on Sale of Assets (net) (2354.45)

(3089.25)Operating Profit Before Working Capital Changes (2932.42)

Adjustments for Changes in Working Capital(Increase)/ Decrease in Trade and Other Receivables 1357.20 (Increase) /Decrease in Inventories 707.94 Increase/(Decrease) in Trade Payables (1369.85)

695.29 Cash From Operating Activities (2237.13)Less: Income Tax Paid 0.00 Net Cash From Operating Activities (A) (2237.13)

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (0.61)Sale of Fixed Assets 4552.33 Net Cash Used in Investing Activities (B) 4551.72

C. CASH FLOW FROM FINANCING ACTIVITIESRepayment of Long Term Borrowings (1093.91)Increase/ (Decrease) in Short term Borrowings (1053.38)Interest Paid (252.08)Net Cash Used in Financing Activities (C) (2399.37)

Net Increase in Cash and Cash Equivalents (A)+(B)+(C) (84.78)Cash and Cash Equivalents at the beginning of the year 3.76 Cash and Cash Equivalents as per scheme of merger 116.33 Cash and Cash Equivalents at the end of the year 35.30




Place : Mumbai, th15 June, 2013

42

` In Lacs

Amount Amount




ANNEXURE TO THE BALANCE SHEET AS AT st31 March , 2013

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT,1956

1. NAME OF THE SUBSIDIARY COMPANY MENS CLUB S.P.A.

2. FINANCIAL YEAR OF THE SUBSIDIARY COMPANY 31.12.2012

3. DATE FROM WHICH IT BECAME SUBSIDIARY 16.02.2013

4. EXTENT OF THE HOLDING COMPANY'S INTEREST 1020000 EQUITY IN THE SUBSIDIARY COMPANY AT THE END OF SHARES OF 1 EURO THE FINANCIAL YEAR OF THE SUBSIDIARY EACH (51%)COMPANY

5. NET AGGREGATE AMOUNT OF THE PROFIT/(LOSS) OF THE SUBSIDIARY COMPANY NOTDEALT WITH IN THE HOLDING COMPANY'SACCOUNTS(CONCERNING THE MEMBERS OF THEHOLDING COMPANY):

A) FOR THE CURRENT YEAR (Rs in lacs) 2.14 B) FOR THE PREVIOUS YEARS SINCE IT BECAME A SUBSIDIARY (Rs in lacs) -

6. NET AGGREGATE AMOUNT OF THE PROFIT OF THESUBSIDIARY COMPANY DEALT WITH IN THEHOLDING COMPANY'S ACCOUNTS:

A) FOR THE CURRENT YEAR NILB) FOR THE PREVIOUS YEARS SINCE IT NIL BECAME A SUBSIDIARY

thMumbai : June 15 , 2013 Managing Director Director



43

Integra Garments and Textiles Limited (Registered Office: Plot No. G2-M.I.D.C. Industrial Estate, Post: Salai Dhaba, Butibori, Nagpur - 441108)

ATTENDANCE SLIP

Integra Garments and Textiles Limited (Registered Office: Plot No. G2-M.I.D.C. Industrial Estate, Post: Salai Dhaba, Butibori, Nagpur - 441108)

PROXY FORM

Signature _________________________________

Shareholders attending the Meeting in person or by Proxy are requested to complete the attendance slip and hand it over at the entrance of the meeting hall.

I hereby record my presence at the SIXTH of the Company at Plot No. G2-M.I.D.C. Industrial Estate,

Post: Salai Dhaba, Butibori, Nagpur - 441108, at

................................................................... ...................................................................Full name of the Shareholder Signature(in block capitals)

Folio No……………...............………/DP ID No.*……….....................……………& Client ID No.*………..........………………...* Applicable for members holding shares in electronic form.

………………………………………………………… …………………………………………………………Full name of Proxy Proxy Signature(in block capitals)

ANNUAL GENERAL MEETINGnd9.30 a.m. on Friday, 22 November 2013.

I/We …………................................……………………………………………………………………………………………………………. of ............................................................ in the district of ................................................................................... beinga Member/Members of the above named Company, hereby appoint ………….................................…………………………...............................of .................................................... in the district of ...................................................................... or failing him ……………………………. of ............................................ in the district of …………………...……………………as my/our Proxy to attend and vote for me/us and on my/our behalf at the SIXTH ANNUAL GENERAL MEETING of the Company

at Plot No. G2-M.I.D.C. Industrial Estate, Post: Salai Dhaba, Butibori, Nagpur - 441108, at 9.30 a.m. on

and at any adjournment thereof.

Signed this………………………………….day of ……………………………………………….. 2013

Folio No……………........................………/DP ID No.*………..........………………………& Client ID No.*………………………...* Applicable for members holding shares in electronic form.

No. of Shares

ndFriday, 22 November 2013

NOTES: (I) The proxy must be returned so as to reach the Registered Office of the Company at (Registered Office: Plot No. G2-

M.I.D.C. Industrial Estate, Post: Salai Dhaba, Butibori, Nagpur - 441108), not less than FORTY-EIGHT HOURS before the time for holding the aforesaid meeting.

ii) Those members who have multiple folios with different joint holders may use copies of this Attendance Slip/Proxy.

AffixRevenueStamp

Book Post

Integra Garments and Textiles Limited Registered Office:

Plot No. G2-M.I.D.C. Industrial Estate,

Post: Salai Dhaba, Butibori,

Nagpur - 441108

If undelivered please return to:

integra garments and textiles limited · corporate information 6th annual general meeting of the...

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